LISTING PARTICULARS. Deep River-Beau Champ Limited

Transcription

1 Deep River-Beau Champ Limited LISTING PARTICULARS IN RESPECT OF THE LISTING OF UP TO 318,492,120 ORDINARY SHARES OF THE AMALGAMATED COMPANY ON THE OFFICIAL MARKET OF THE STOCK EXCHANGE OF MAURITIUS LTD FOLLOWING THE PROPOSED AMALGAMATION OF FLACQ UNITED ESTATES LIMITED ( FUEL ) AND DEEP RIVER-BEAU CHAMP LIMITED ( DRBC ) IN WHICH DRBC SHALL REMAIN AS THE SURVIVING AMALGAMATED COMPANY

2 LISTING PARTICULARS

3 Deep River-Beau Champ Limited IF YOU ARE A SHAREHOLDER OF DEEP RIVER-BEAU CHAMP LIMITED, THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt about the action you should take, you should consult your investment dealer, legal adviser or other professional adviser. This document is neither an invitation nor a prospectus nor a statement in lieu of a prospectus for the public in Mauritius or elsewhere to subscribe for shares in Deep River-Beau Champ Limited. This document is intended only for the use of the person to whom it is addressed and is not to be redistributed, reproduced or used, in whole or in part, for any other purpose. LISTING PARTICULARS 1

4 Deep River-Beau Champ Limited Contents LISTING PARTICULARS 2

5 1 DECLARATION BY DIRECTORS 6 2 DEFINITIONS 8 3 THE TRANSACTION 9 4 CORPORATE INFORMATION COMPANY BACKGROUND AND PRINCIPAL ACTIVITIES OF DRBC AND FUEL DRBC FUEL INFORMATION ABOUT THE AMALGAMATED COMPANY ADVISERS ORGANISATIONAL STRUCTURE FINANCIAL HIGHLIGHTS DRBC GROUP FUEL GROUP 16 5 STATEMENT OF INTERESTS STATEMENT OF INTERESTS OF DIRECTORS AND CHIEF EXECUTIVE OFFICERS OF THE AMALGAMATED COMPANY STATEMENT OF INTERESTS OF ANY PERSON, OTHER THAN THE DIRECTORS OR CHIEF EXECUTIVE OFFICER OF THE AMALGAMATED COMPANY WHO HOLDS MORE THAN 5 % OF THE STATED CAPITAL OF THE AMALGAMATED COMPANY 17 6 RISK FACTORS BUSINESS RISKS MARKET RISK CREDIT RISK LIQUIDITY RISK INDUSTRY & OPERATIONAL RISKS 19 7 ADDITIONAL DISCLOSURES REMUNERATION AND BENEFITS IN KIND TO DIRECTORS DRBC FUEL THE AMALGAMATED COMPANY 20 3

6 7.2 ESTIMATED EXPENSES FOR THE LISTING FINANCIAL AND TRADING PROSPECTS OF THE AMALGAMATED COMPANY MATERIAL CONTRACTS DRBC FUEL LEGAL PROCEEDINGS,CONTINGENCIES AND GUARANTEES DRBC FUEL OTHERS 22 8 DOCUMENTS AVAILABLE FOR INSPECTION 23 Appendix I Key Provisions of the Proposed Constitution of the Amalgamated Company 25 Appendix II Abridged Financial Statements of DRBC for the Nine Months ended March 31, Appendix III Abridged Financial Statements of FUEL for the Nine Months ended March 31, Appendix IV Statement of Financial Position for the Amalgamated Company as at March 31, Appendix V Registered Trade Marks of the Amalgamated Company 39 Appendix VI Subsidiaries of the Amalgamated Company 41 DISCLAIMER OF THE LISTING EXECUTIVE COMMITTEE OF THE STOCK EXCHANGE OF MAURITIUS LTD AND THE FINANCIAL SERVICES COMMISSION Neither the Listing Executive Committee ( LEC ) of the Stock Exchange of Mauritius Ltd ( SEM ) nor the Financial Services Commission ( FSC ) assumes any responsibility for the contents of this document. The LEC and the FSC make no representation as to the accuracy or completeness of any of the statements made or opinions expressed in this document and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole or any part of this document. A copy of these Listing Particulars has been filed with the FSC in respect of the listing of the Amalgamated Company on the Official Market of the SEM.

7 Deep River-Beau Champ Limited Declaration by Directors LISTING PARTICULARS 5

8 1. DECLARATION BY DIRECTORS These Listing Particulars include particulars given in compliance with the Stock Exchange of Mauritius Ltd Rules (the SEM rules) governing the Official Listing of Securities for the purpose of giving information with regard to the issuer. The Directors of DRBC, collectively and individually accept full responsibility for the accuracy or completeness of the information contained in this document and confirm, having made all reasonable enquiries that, to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement herein misleading. Based on representations made by the Directors of FUEL and with regard to the circumstances of DRBC, the directors of DRBC hereby state that: the working capital available to the DRBC and FUEL groups is sufficient to meet their day to day operations for a period of twelve (12) months from the date of this document; there has been no material adverse change in the financial or trading position of the DRBC and FUEL groups since the audited financial accounts for the year ended June 30, 2011; at March 31, 2012, neither the DRBC group nor the FUEL group had any debt securities; the total borrowings of the DRBC group amounted to MUR 000 2,023,684, of which MUR 000 1,842,925 are secured and MUR ,758 are unsecured; the total borrowings of the FUEL group amounted to MUR 000 1,724,926, of which MUR 000 1,427,503 are secured and MUR ,423 are unsecured; the total contingencies and/or guarantees of the DRBC and FUEL groups are MUR ,119 and USD 000 8,020 respectively; the total mortgages and charges of the DRBC group amounted to MUR 000 4,529,726 ; the total mortgages and charges of the FUEL group amounted to MUR ,610 and USD ,625; and the Amalgamated Company does not intend to make any change in the nature of its businesses. The Amalgamation is subject to the satisfaction or waiver of the following conditions precedent: (i) (ii) (iii) (iv) (v) the approval of the shareholders of DRBC and FUEL respectively by a special resolution; the receipt of the third party approvals set out in a document available for inspection at the registered offices of DRBC and FUEL respectively; the distribution by FUEL to its shareholders of its interests in the Azuri Project (as defined below); the irrevocable resolution of the shareholders of Union Flacq Ltd approving unconditionally the reduction of the stated capital of that company and the distribution of the shares to be held by Union Flacq Ltd in the Amalgamated Company to its shareholders; and the irrevocable resolution of the shareholders of The Beau Champ Holding Company Limited approving unconditionally the winding-up of that company and the distribution of the shares to be held by that company in the Amalgamated Company to its shareholders. There is no certainty that those conditions precedent will be satisfied. DRBC and FUEL will issue communiqués in relation to the status of those conditions precedent in due course. 6

9 1. DECLARATION BY DIRECTORS It is noted that: (i) (ii) the Board of Directors of DRBC and FUEL have, pursuant to an agreement made with FUEL under section 109(2)(b) of the Companies Act 2001, agreed that DRBC will acquire the shares of shareholders of FUEL voting against the resolution of that company approving the Amalgamation and exercising their rights to require FUEL to acquire their shares pursuant to sections 108 and following of the Companies Act 2001 (the FUEL Dissenting Shareholders ); and DRBC will also acquire the shares of DRBC shareholders voting against the resolution approving the Amalgamation and exercising their rights to require DRBC to acquire their shares pursuant to sections 108 and following of the Companies Act 2001 (the DRBC Dissenting Shareholders ). Attention is drawn to the fact that the Board of Directors of each of DRBC and FUEL have resolved to recommend to their respective shareholders not to proceed with the Amalgamation if: (i) (ii) the aggregate liability of DRBC to the DRBC Dissenting Shareholders and the FUEL Dissenting Shareholders (together the Dissenting Shareholders ) arising at law and pursuant to the above agreement with FUEL exceeds the budget of MUR 500 million established by the Board of Directors of DRBC for that purpose; and the Board of Directors of DRBC and FUEL are unable to arrange for one or more third parties to purchase the shares of the Dissenting Shareholders for any amount in excess of the budgeted MUR 500 million. To that end, the shareholders of DRBC and FUEL will be called upon to vote on the resolutions at the special meeting. Subject to the timely satisfaction or waiver of the conditions precedent, the completion of the Amalgamation will occur on July 20, 2012 (the Completion Date ) but the Board of Directors of DRBC and FUEL may jointly agree to postpone the Completion Date provided that they give notice of their decision. However, if the conditions precedent are still not met or waived by August 31, 2012 at latest, the Amalgamation will not be completed. 7

10 2. DEFINITONS In this document, where the context permits, the abbreviations set out below bear the following meanings: Amalgamation Amalgamated Company Azuri Project The proposed amalgamation of FUEL with and into DRBC in accordance with sections 244 to 246 and 248 of the Companies Act 2001 DRBC, to be thereafter renamed Alteo Limited on the Effective Date subject to shareholders approval at a special meeting scheduled on June 29, 2012 FUEL will distribute to its shareholders the interests that it holds in Haute Rive Holdings Limited ( HRHL ) before the Amalgamation is completed. HRHL is a joint venture company set up by FUEL and Indian Ocean Real Estate Company Limited ( IOREC ) for the purpose of developing a new seaside village providing education, hospitality, leisure and commercial facilities built around luxury residences (the Azuri Project ) FUEL and IOREC are in the process of contributing 188 hectares of land in the region of Haute Rive to HRHL on which the Azuri Project will be developed. This process and the distribution to the shareholders of FUEL must be completed before the Amalgamation becomes effective DEM Dissenting Shareholder DRBC DRBC Shares Effective Date FUEL FUEL shares GML Investissement Ltée Issuer Legal adviser Listing Rules MUR SEM Transaction Adviser The Development & Enterprise Market of the SEM A shareholder of DRBC or FUEL who at the special meeting of DRBC or FUEL, as applicable, casts all the votes attached to the shares registered in his name and for which he is the beneficial owner against the approval of the Amalgamation, but the Amalgamation is nevertheless approved Deep River-Beau Champ Limited, a public company with limited liability (File No. 12 and BRC No. C ) with limited liability registered under the laws of Mauritius Ordinary shares in the stated capital of DRBC The effective date of the Amalgamation Flacq United Estates Limited, a public company (File No. 716 and BRC No. C ) with limited liability registered under the laws of Mauritius Ordinary shares in the stated capital of FUEL A public company (File No and BRC No. C ) with limited liability registered under the laws of Mauritius The Amalgamated Company Me Thierry Koenig, SA, Etude de Comarmond Koenig The Listing Rules of The Stock Exchange of Mauritius Ltd Mauritian Rupees The Stock Exchange of Mauritius Ltd, established under the repealed Stock Exchange Act 1988 and governed by the Securities Act 2005 BDO & Co 8

11 3. THE TRANSACTION If the Amalgamation is approved by the shareholders of DRBC and FUEL respectively and is implemented, FUEL will amalgamate with and into DRBC in accordance with the provisions of sections 244 to 248 of the Companies Act 2001 and the Amalgamation, subject to the timely satisfaction or waiver of the conditions set out in the Declaration of Directors, will become effective on July 20, Upon Amalgamation, DRBC shall remain as the surviving Amalgamated Company. As from the Effective Date, the balance sheet of the Amalgamated Company will include the assets and liabilities of both DRBC and FUEL. Information on activities and historical financial data provided in these Listing Particulars therefore include both DRBC and FUEL. Further to the Amalgamation, the Amalgamated Company will issue a maximum of 131,505,420 ordinary shares to the shareholders of FUEL. The new share capital of the Amalgamated Company will therefore consist of up to 318,492,120 ordinary shares. There may be a change to the amount of the stated capital of the Amalgamated Company if as a result of the Dissenting Shareholders exercising their rights to require DRBC and/or FUEL to acquire their shares pursuant to sections 108 and following of the Companies Act 2001, shares are cancelled. DRBC, being the Amalgamated Company, has made an application to the SEM for the migration of up to 318,492,120 ordinary shares from the DEM to the Official Market of the SEM after completion of the Amalgamation. All of its shares are in registered form and they will be listed by means of an introduction. The rights, privileges and conditions attached to the ordinary shares of the Amalgamated Company are set out in section 46(2) of Companies Act DRBC will change its name to Alteo Limited in accordance with the provisions of the Companies Act 2001 and will thereafter be admitted to listing on the Official Market of the SEM. Terms and conditions of the securities 10,000 ordinary shares of the Amalgamated Company will be offered for sale at an indicative price on the first day of trading of the Amalgamated Company s shares on the Official Market of the SEM. The indicative price, based on market price, will be communicated at completion of the Amalgamation. After the listing, the market price of the Amalgamated Company s shares will be determined by market forces. The table below shows the calendar for the Amalgamation: CALENDAR FOR AMALGAMATION PROCEDURE May 7, 2012 June 29, 2012* July 16, 2012 July 17, 2012 July 19, 2012 July 20, 2012 July 30, 2012 July 30, 2012 July 31, 2012 Meetings of the Board of Directors of DRBC and FUEL Special meetings of the shareholders of DRBC and FUEL Last trading session of DRBC and FUEL shares on the DEM Suspension of trading of DRBC and FUEL shares Closure of DRBC and FUEL share registry Effective Date of the Amalgamation Issue of new shares of the Amalgamated Company to FUEL shareholders and admission on the DEM Migration of the shares of the Amalgamated Company from the DEM to the Official Market of the SEM First trading day of the shares of the Amalgamated Company on the Official Market of the SEM *The minority shareholders who voted against the Amalgamation have fourteen (14) days to request DRBC and FUEL to purchase back their shares. 9

12 4. CORPORATE INFORMATION 4.1 Company Background and Principal Activities of DRBC and FUEL DRBC DRBC is a public limited company incorporated on April 18, 1913 in the Republic of Mauritius under the name The Deep River Sugar Estate Company Limited. It changed its name to Deep River-Beau Champ Limited on September 15, The registered office of DRBC is 5 th Floor, Ebène Skies Rue de l Institut Ebène. DRBC is listed on the DEM and is registered as a reporting issuer with the Financial Services Commission since the promulgation of the Securities Act Originally, DRBC was engaged principally in sugar cane growing and other agricultural activities. With time, it has developed into an investment company and holds investments both in Mauritius and overseas. In Mauritius, its portfolio constitutes of investments in the following sectors: sugar milling, sugar refinery, power generation, leisure and property development. In the region, it has invested successfully in Tanzania in cane growing, sugar milling and power generation. For the year ended June 30, 2011, the DRBC group s turnover, split into its different clusters, was as follows: MUR 000 Sugar 2,383,478 Electricity 233,710 Real estate 508,033 Golf 80,671 Flower production and export 57,235 TOTAL 3,263,127 At June 30, 2011, DRBC group was organised into the following main business segments by geographical area. Sugarcane Growing and Sugar Milling Mauritius Tanzania MUR 000 MUR 000 Power Generation Mauritius MUR 000 Property Developement Others Adjustments* Total Mauritius Mauritius MUR 000 MUR 000 MUR 000 MUR 000 Segment revenue 609,404 1,765, , , ,036-3,263,127 Profit/(loss) before tax 11, ,521 (4,461) 55,293 (32,218) - 998,751 (Loss)/profit after tax (4,075) 653,224 (10,475) 55,293 (30,322) - 663,645 Segment assets 9,196,656 4,917, ,045 2,297,062 1,657,500 (6,628,941) 11,886,523 * Adjustments refer mainly to inter-segment transactions At June 30, 2011 the number of persons employed by DRBC group stood at 2,780 (2010 : 2,780). 10

13 4. CORPORATE INFORMATION FUEL FUEL is a public company incorporated on August 21, The company was born from the merger of Compagnie Sucrière de Queen Victoria Limited, Compagnie Sucrière de Bel Etang et de Sans Souci Limited and The Union Flacq Sugar Estates Company Limited. This merger subsequently led to the centralization of the Sans Souci and of the Queen Victoria mills on to that of Union Flacq. FUEL is listed on the DEM and is registered as a reporting issuer with the Financial Services Commission since the promulgation of the Securities Act At the outset, FUEL has been engaged in sugar cane growing and other agricultural activities. Over the years, it has developed into an investment company holding investments both in Mauritius and abroad. In Mauritius, the major part of its portfolio comprises of investments in the following sectors: sugar milling, sugar refining, power generation, poultry contract growing and property development. In Mozambique, FUEL has invested in the cane growing and milling sectors. For the year ended June 30, 2011, FUEL group s turnover, split into its different clusters, was as follows: MUR 000 Sugar 1,037,407 Electricity 791,219 Others 79,926 TOTAL 1,908,552 At June 30, 2011, the FUEL group was organised into the following main business segments. Sugarcane Growing and Sugar Milling Power Generation Others Adjustments* Total MUR 000 MUR 000 MUR 000 MUR 000 MUR 000 Segment revenue 1,037, ,219 79,926-1,908,552 Segment (loss)/profit (17,117) 132,336 23, ,770 Segment assets 9,481, ,418 28,743 2,941,369 13,111,312 * Adjustments refer mainly to inter-segment transactions At June 30, 2011, the number of persons employed by FUEL group stood at 1,971 (2010: 1,939). 11

14 4. CORPORATE INFORMATION 4.2 Information about the Amalgamated Company AMALGAMATED COMPANY Chairman Thierry LAGESSE Royal Road, Cap Malheureux Non-Executive Director Directors Jean-Claude BEGA Calodyne, Grand Gaube Non-Executive Director Jan BOULLÉ 62, Lees Street, Curepipe Non-Executive Director P. Arnaud DALAIS Chemin Campement, Floréal Executive Director G. Christian DALAIS 38 Shah Avenue, Floréal Non-Executive Director Amédée DARGA 12 A, Rue Barry, Curepipe Independent Director Jean DE FONDAUMIÈRE Coastal Road, Poste Lafayette Independent Director Patrick DE LABAUVE D ARIFAT Angus Road, Vacoas Executive Director Louis GUIMBEAU 33B Botanical Garden Street, Curepipe Non-Executive Director 12 Arnaud M. C LAGESSE Les Charmoses, Forbach Non-Executive Director

15 4. CORPORATE INFORMATION 4.2 Information about the Amalgamated Company (cont d) AMALGAMATED COMPANY Registered Office Secretary 13, St Clément Street, Curepipe Navitas Corporate Services 13, St Clément Street, Curepipe 4.3 Advisers AMALGAMATED COMPANY Principal bankers The Mauritius Commercial Bank Ltd MCB Center Sir William Newton Street, Port Louis Banque des Mascareignes Ltée 5, Avenue Duc d Edimbourg, Place d Armes, Port Louis Barclays Bank Plc Barclays House 68-68a Cybercity, Ebène The State Bank of Mauritius Ltd State Bank Tower, 1, Queen Elizabeth II Avenue, Port Louis Auditors BDO & Co Chartered Accountants DCDM Building 10, Frère Félix de Valois Port Louis 13

16 4. CORPORATE INFORMATION 4.3 Advisers (cont d) AMALGAMATED COMPANY Legal advisers Me. Thierry Koenig Senior Attorney Etude de Comarmond Koenig Chancery House, Lislet Geoffroy Street, Port Louis Me. Maxime Sauzier Senior Counsel 5 th Floor, Chancery House, Lislet Geoffroy Street, Port Louis Me Patrice Doger de Spéville Senior Counsel 5 th Floor, Chancery House, Lislet Geoffroy Street Port Louis Registry MCB Registry and Securities Ltd MCB Center Sir William Newton Street, Port Louis 4.4 Organisational Structure DEEP RIVER INVESTMENT LIMITED 20.96% GML INVESTISSEMENT LTÉE 27.46% OTHERS 51.58% THE ALMAGAMATED COMPANY Please refer to Appendix VI of this document for details of the subsidiaries of the Amalgamated Company. 14

17 4. CORPORATE INFORMATION 4.5 Financial Highlights The financial highlights of DRBC group and FUEL group for the years ended 2010 and 2011 and for the nine months ended March 31, 2012 are as follows: DRBC Group Nine months ended March 31, 2012 (Unaudited) Year ended June 30, 2011 (Audited) Year ended June 30, 2010 (Audited) Total assets MUR ,716,984 11,886,522 12,410,374 Shareholders interest MUR 000 7,477,814 6,362,390 6,970,717 Turnover MUR 000 3,177,131 3,263,127 4,608,838 Profit before taxation MUR 000 1,333, , ,427 Profit after taxation MUR , , ,909 Profit attributable to the owners of the parent MUR , , ,114 Earnings per share MUR NAV per share MUR Dividend per share: - Interim MUR Final MUR Number of shares - before conversion of preference shares and bonus issue - after conversion of preference shares and before bonus issue - 8,826,794 8,826,794 8,849,596* - - *Weighted average number of shares It is noted that the number of ordinary shares of DRBC after conversion of preference shares and bonus issue is 186,986,700, with effect from April 16,

18 4. CORPORATE INFORMATION FUEL Group Nine months ended March 31, 2012 (Unaudited) Year ended June 30, 2011 (Audited) Year ended June 30, 2010 (Audited) Total assets MUR ,750,654 13,111,312 12,950,188 Shareholders interest MUR 000 9,757,516 8,746,495 9,732,361 Turnover MUR 000 2,029,240 1,908,552 1,961,966 Profit/(loss)before taxation MUR ,175 (67,185) 155,398 Profit/(loss)after taxation MUR ,722 (67,728) 161,187 Profit/(loss) attributable to the owners of the parent MUR ,587 (59,239) 142,687 Earnings/(loss) per share MUR 4.20 (2.42) 5.84 NAV per share MUR Dividend per share: MUR Number of shares * (before bonus issue) 24,447,931 24,447,931 24,447,931 * It is noted that the number of ordinary shares of FUEL after bonus issue is 146,687,586, with effect from May 14,

19 5. STATEMENT OF INTERESTS 5.1 Statement of Interests of Directors and Chief Executive Officers of the Amalgamated Company Shareholding (Number of shares) Directors Direct Indirect Thierry LAGESSE 1,880 2,615,863 Jean-Claude BEGA - - Jan BOULLÉ - - P. Arnaud DALAIS 631, ,500 G. Christian DALAIS - - Amédée DARGA 1,080 - Jean DE FONDAUMIÈRE - - Patrick de Labauve d ARIFAT - - Louis GUIMBEAU 11,940 - Arnaud M. C LAGESSE - 2,189,231 As at the date of these Listing Particulars, no director of the Amalgamated Company holds direct/ indirect interests in any subsidiary of the Amalgamated Company. 5.2 Statement of Interests of any Person, other than the Directors or Chief Executive Officer of the Amalgamated Company who holds more than 5 % of the Stated Capital of the Amalgamated Company Name of shareholders % Holding GML Investissement Ltée Deep River Investment Limited

20 6. RISK FACTORS 6.1 Business Risks The Group s activities expose it to a variety of financial risks, including: Market risk Credit risk Liquidity risk Industry & operational risk 6.2 Market Risk Currency risks The Company exports its entire production of sugar through the Mauritius Sugar Syndicate and is exposed to currency risk due to fluctuations in the price of sugar and the incidence of the exchange rate, as sugar is initially paid in foreign currency to the Mauritius Sugar Syndicate. This will affect the sugar proceeds. Other group companies operate internationally and are exposed to foreign exchange risk arising from primarily the Euro, the US Dollar and the Tanzanian Shilling. Equity price risks The Group is exposed to equity securities price risks because of investments in financial assets held by the Group and classified as available-for-sale. To manage its price risks arising from investments in equity securities, the Group diversifies its portfolio. Sugar price risks The Group is also exposed to price risks with the incidence of the price of sugar on the European Union market. TPC is also exposed to price risks of sugar on the Tanzanian domestic market. Cash flow and fair value interest rate risks As the Group has no significant interest-bearing assets, its income and operating cash flows are substantially independent of changes in market interest rates. The Group s interest rate risk arises from borrowings. Borrowings issued at variable rates expose the Group to cash flow interest-rate risk. 6.3 Credit Risk 18 The Group s credit risk is mainly attributable to its trade receivables. For the Company, trade receivables are due by the Mauritius Sugar Syndicate and the Company does not expect any losses from non-performance of the latter. Other group companies have no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers. The Group has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history and to limit the amount of credit exposure to any one financial institution.

21 6. RISK FACTORS 6.4 Liquidity Risk Prudent liquidity risk management implies maintaining sufficient cash marketable funding through an adequate amount of committed credit facilities. The Group aims at maintaining flexibility in funding by keeping committed credit lines available. Management monitors rolling forecasts of the Group s liquidity reserve on the basis of expected cash flow and does not foresee any major liquidity risk over the next two years. 6.5 Industry & Operational Risks The Group is exposed to operational risk defined as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. The Board maintains full control and direction over appropriate strategic, financial, operational and compliance issues and has put in place an organisational structure with formally defined lines of responsibility, delegated authorities and clear operating processes. The systems that the Board has established are designed to safeguard both the shareholders investment and the assets of the Group. 19

22 7. ADDITIONAL DISCLOSURES 7.1 Remuneration and Benefits in Kind to Directors DRBC Remuneration and benefits received by the Directors/Executives of DRBC Group from DRBC and its subsidiaries as at June 30, 2011 amounted to MUR 11.8 million FUEL Remuneration and benefits received by the Directors/Executives of FUEL Group from FUEL and its subsidiaries as at June 30, 2011 amounted to MUR 9.6 million The Amalgamated Company The Directors emoluments of the Amalgamated Company for the next financial year to June 30, 2013, have not yet been determined. 7.2 Estimated Expenses for the Listing The estimated amount of expenses associated with listing of all the shares of the Amalgamated Company on the Official Market of the SEM is MUR 2,247,500. The details of the estimated costs are as follows: Details MUR Consultancy fees 1,922,500 Postage and printing fees 250,000 Fees for listing 75,000 Total estimated costs 2,247, Financial and Trading Prospects of the Amalgamated Company The Group (Amalgamated Company and its subsidiaries) is expected to generate sustainable level of profits and aims to develop new projects for both local and regional markets. 20

23 7. ADDITIONAL DISCLOSURES 7.4 Material Contracts DRBC The directors of DRBC are not materially interested in any contract or arrangement subsisting at the date of this document which is significant in relation to the business of the DRBC Group. No member of the DRBC Group has entered into any contract other than in the ordinary course of business within two years preceding the publication of these Listing Particulars FUEL The directors of FUEL are not materially interested in any contract or arrangement subsisting at the date of this document which is significant in relation to the business of the FUEL group. No member of the FUEL group has entered into any contract other than in the ordinary course of business within two years preceding the publication of these Listing Particulars. 7.5 Legal Proceedings, Contingencies and Guarantees DRBC DRBC is party to the following cases which may have a significant effect on the Group s financial position: (i) An assessment has been raised by the Tanzania Revenue Authority ( TRA ) in connection with the corporation tax filed and paid by one of the subsidiary, TPC Ltd, for the financial years ended June 30, 2004, 2005 and In the assessment, some expenses incurred in the production of income have been disallowed for tax purposes by the TRA, resulting into a significant potential liability for the Group. TPC Ltd has submitted a notice of objection to the TRA assessment of USD 2.1 million (MUR 61,581,000). TPC Ltd is confident that the tax liability will not crystalise in the foreseeable future due to strong support based on legal and tax advice. (ii) DRBC has received an assessment of MUR 11,647,026 in respect of the year of assessment 2007/2008 and will file an objection to the assessment in accordance with the provisions of the Income Tax Act DRBC is of the opinion that the tax liability will not crystalise in the foreseeable future due to strong support based on legal and tax advice. 21

24 7. ADDITIONAL DISCLOSURES FUEL FUEL is party to the following cases which may have a significant effect on the group s financial position: (i) FUEL participates in financial guarantees for an amount of USD 48 million jointly and severally with other shareholders of Sena Development Limited in respect of financial facilities taken by Companhia de Sena SARL. As security for this guarantee, fixed charges on freehold land have been provided for an amount of USD 24 million. This is in the process of being erased. (ii) To replace the above, in December 2009, FUEL provided financial guarantees for an amount of USD 8 million in the context of a sponsor substitution agreement. (iii) Trianon Estates Limited, a subsidiary of FUEL, resolved to create a fixed and floating charge on 79 Acres of agricultural land for an amount of USD 5.3 million to secure a USD 4.5 million loan from Investec Bank (Mauritius) Limited. (The loan amount to date stands at USD 0.5 million). 7.6 Others No member of the DRBC group and FUEL group has received any commission, discount, brokerage or other special term within the two years immediately preceding the issue of these Listing Particulars in connection with the issue or sale of any capital. 22

25 8. DOCUMENTS AVAILABLE FOR INSPECTION The following documents are available for inspection during normal business hours at the registered offices of DRBC and FUEL: The proposed constitution of the Amalgamated Company; The list of the third party approvals; The audited financial statements of DRBC and FUEL for the years ended June 30, 2011, 2010 and 2009; and The abridged financial statements of DRBC and FUEL for the nine months ended March 31, June 4,

26 Deep River-Beau Champ Limited Appendix I Key Provisions of the Proposed Constitution of the Amalgamated Company LISTING PARTICULARS

27 Appendix I Key Provisions the Proposed Constitution of the Amalgamated Company Board may issue shares (a) (b) (c) (d) Subject to the Companies Act 2001, this Constitution and the terms of issue of any existing Shares, the Board may issue Shares (and rights or options to acquire Shares) of any Class at any time, to any person and in such numbers as the Board thinks fit. Notwithstanding section 55 of the Companies Act 2001 and unless the terms of issue of any Class of Shares specifically provide otherwise, the Board may, if authorized by the Shareholders by Ordinary Resolution, issue Shares that rank (as to voting, Distribution or otherwise) equally with or in priority to, or in subordination to the existing Shares without any requirement that the Shares be first offered to existing Shareholders. If the Board issue Shares which do not carry voting rights, the words non-voting shall appear in the designation of such Shares, and if the Board issue Shares with different voting rights, the designation of each Class of Shares, other than those with most favorable voting rights, shall include the words restricted voting or limited voting. If the Board issue Shares to preference shareholders, the Board shall ensure that adequate voting rights will, in appropriate circumstances, be secured to preference shareholders. Consideration for issue of shares (a) Subject to clause (b), before the Board issues Shares, other than shares issued upon incorporation, it must: (i) (ii) determine the amount of the consideration for which the Shares will be issued and the terms on which they will be issued; if the Shares are to be issued for consideration other than cash, determine the reasonable present value of the consideration for the issue and ensure that the present value of that consideration is fair and reasonable to the Company and all its existing shareholders, and is not less than the amount to be credited in respect of the Shares; and a director shall issue a certificate to that effect, (iii) ensure that, in its opinion, the consideration for the Shares and their terms of issue are fair and reasonable to the Company and to all existing Shareholders. (b) Clause (a) shall not apply to the issue of Shares on the conversion of any convertible securities, or the exercise of any option to acquire Shares in the Company. Shares issued in lieu of dividend The Board may issue Shares to any Shareholders who have agreed to accept the issue of Shares, wholly or partly, in lieu of a proposed dividend or proposed future dividends provided that - (a) (b) (c) (d) (e) the right to receive Shares, wholly or partly, in lieu of the proposed dividend or proposed future dividends has been offered to all Shareholders of the same Class on the same terms; where all Shareholders elected to receive the Shares in lieu of the proposed dividend, relative voting or distribution rights, or both, would be maintained; the Shareholders to whom the right is offered are afforded a reasonable opportunity of accepting it; the Shares issued to each Shareholder are issued on the same terms and subject to the same rights as the Shares issued to all Shareholders in that Class who agree to receive the Shares; and the provisions of section 56 of the Companies Act 2001 are complied with by the Board. 25

28 Appendix I Key Provisions the Proposed Constitution of the Amalgamated Company Variation of rights (a) If, at any time, the share capital of the Company is divided into different Classes of Shares, the Company shall not take any action which varies the rights attached to a Class of Shares unless that variation is approved by a Special Resolution or by consent in Writing of the holders of seventy five (75) percent of the Shares of that Class; All the provisions of this Constitution relating to meetings of Shareholders shall apply mutatis mutandis to such a meeting provided however that the necessary quorum shall be the holders of at least one third of the issued Shares of that Class (but so that if, at any adjourned meeting of such holders, a quorum is not present, those Shareholders who are present shall constitute a quorum). (b) Where the variation of rights attached to a Class of Shares is approved under clause (a) and the Company becomes entitled to take the action concerned, the holder of a Share of that Class who did not consent to or cast any votes in favour of the resolution for the variation, may apply to the Court for an order under section 178 of the Companies Act 2001, or may require the Company to purchase those Shares in accordance with section 108 of the Companies Act For the purposes of this clause, variation shall include abrogation and the expression varied shall be construed accordingly. (c) A resolution which would have the effect of: (i) (ii) diminishing the proportion of the total votes exercisable at a Meeting by the holders of the existing Shares of a Class; or reducing the proportion of the dividends or distributions payable at any time to the holders of the existing Shares of a Class, (d) The Company shall within one month from the date of the consent or resolution referred to in clause (a) file with the Registrar in a form approved by him the particulars of such consent or resolution. Fractional shares The Company may issue fractions of Shares which shall have corresponding frational liabilities, limitations, preferences, privileges, qualifications, restrictions, rights and other attributes as those which relate to the whole Share of the same Class of Shares. Purchase by company of its shares The Company may purchase or otherwise acquire its Shares in accordance with, and subject to, sections 68 to 74, 106 and 108 to 110 of the Companies Act 2001, may hold the acquired Shares in accordance with section 72 of the Companies Act 2001 and transfer them pursuant to section 74(2) of the Companies Act In the event the Company purchases redeemable shares, the purchases not made through the market or by tender shall be limited to a maximum price. 26

29 Appendix I Key Provisions the Proposed Constitution of the Amalgamated Company Pledge of shares (a) (b) (c) (d) Any share in the Company may be given in pledge in all civil and commercial transaction in accordance with the civil code or the code of commerce. The Company shall keep a register in which pledges of Shares shall be inscribed stating that the pledgee holds the Shares not as owner but in pledge of a debt, the amount of which shall be mentioned. A pledge shall be sufficiently proved by the inscription in that register. If the pledgee so requires, there shall be delivered to him a certificate, signed by the Company s secretary, which shall enumerate the number of Shares given in pledge and the amount and nature of the debt in respect of which the pledge was constituted. Subject to the terms and conditions of the pledge, the owner of the Shares given in pledge shall continue to be the party entitled to attend Meetings of the Company and to vote with respect to such Shares and to cash all dividends in respect thereof. Distributions Solvency test (a) Notwithstanding section 61(1)(b) of the Companies Act 2001 but subject to the clause below regarding dividends payable pari passu, the Board may, if it is satisfied on reasonable grounds that the Company will satisfy the Solvency Test as defined in section 6(1) of the Companies Act 2001 immediately after the Distribution, authorise a Distribution by the Company to Shareholders. (b) The Directors who vote in favour of a Distribution shall sign a certificate stating that, in their opinion, the Company will satisfy the Solvency Test immediately after the Distribution. Dividends payable pari passu The Board may not authorise a Dividend (a) in respect of some but not all the Shares in a Class; (b) of a greater amount in respect of some Shares in a Class than other Shares in that Class except where: (i) (ii) the amount of the Dividend is reduced in proportion to any liability attached to the Shares under this Constitution; a Shareholder has agreed in Writing to receive no dividend, or a lesser dividend than would otherwise be payable; (c) (d) unless it is paid out of retained earnings, after having made good any accumulated losses at the beginning of the Financial Year. Dividends may be paid by posted cheques. The Board may cease sending dividend cheques by post, and if such cheques have been left uncashed, such power of the Board will not be exercised until such cheques have been left so uncashed on two consecutive occasions. However, such power may be exercised after the first occasion on which such a cheque is returned undelivered and reasonable enquiries have failed to establish any new address of the registered holder. 27

30 Appendix I Key Provisions the Proposed Constitution of the Amalgamated Company Discounts to shareholders (a) (b) The Board may pursuant to a discount scheme resolve that the Company shall offer to Shareholders discounts in respect of some or all goods sold, or services provided by, the Company. The discount scheme shall be one where the Board has previously resolved that the proposed discounts: (i) (ii) are fair and reasonable to the Company and all Shareholders; and will be available to all Shareholders or to all Shareholders of the same Class on the same terms. (c) The discount scheme shall not be approved or continued by the Board unless the Board is satisfied, on reasonable grounds, that the Company will satisfy or is satisfying the Solvency Test. Financial assistance on acquisition of shares The Company may, subject to and in accordance with, section 81 of the Companies Act 2001 give financial assistance (whether directly or indirectly) to a person for the purpose of, or in connection with, the purchase of Shares issued (or to be issued) by the Company. Powers reserved to shareholders (a) Powers reserved to Shareholders of the Company by the Companies Act 2001 or by this Constitution may be exercised: (i) at a Meeting; or (ii) by a resolution in lieu of a meeting; or (iii) by a Unanimous Resolution. (b) Unless otherwise specified in the Companies Act 2001 or this Constitution, a power reserved to Shareholders may be exercised by an Ordinary Resolution. Special resolutions When Shareholders exercise a power to approve any of the following, that power may only be exercised by a Special Resolution: (a) (b) (c) (d) an alteration to or revocation of this Constitution or the adoption of a new Constitution; a Major Transaction; an Amalgamation; the liquidation of the Company; or (e) a reduction of the Stated Capital under section 62 of the Companies Act Any decision made by Special Resolution pursuant to this clause may be rescinded only by a Special Resolution, provided that a resolution to put the Company into liquidation cannot be rescinded. 28

31 Appendix I Key Provisions the Proposed Constitution of the Amalgamated Company Notice of meetings (a) (h) Written notice of the time and place of a Meeting shall be sent to every Shareholder entitled to receive notice of the Meeting and to every Director, secretary and auditor of the Company not less than fourteen (14) days before the Meeting. Notice can be given by advertisement, provided that such advertisement shall be published in at least two daily newspapers of wide circulation. Quorum Should there be more than one shareholder, the quorum for holding a Meeting of Shareholders shall be at least 5 members present in person or by proxy together holding shares representing at least 30 % of the total voting rights. Votes by proxies and postal votes are permitted. A body corporate which is a member may appoint a representative to attend and vote at a meeting. Management review by shareholders (a) (b) (c) The Chairperson of any meeting of shareholders shall give the Shareholders a reasonable opportunity to discuss and comment on the management of the Company. A meeting of Shareholders may pass a resolution which makes recommendations to the Board on matters affecting the management of the Company. Unless carried as a Special Resolution, any recommendation under subsection (b) shall not be binding on the Board. A shareholder may require company to purchase shares (a) (b) (c) (d) (e) A Shareholder may require the Company to purchase his Shares where: (i) (ii) a Special Resolution is passed under the clause of the exercise of powers reserved to shareholders for the purposes of altering the Constitution of the Company with a view to imposing or removing a restriction on the business or activities of the Company, or a Major Transaction, an Amalgamation or a reduction of the stated capital; and the Shareholder casts all the votes attached to the Shares registered in his name and for which he is the beneficial owner against the resolution; or (iii) where the resolution to exercise the power was passed as a resolution in lieu of Meeting, the Shareholder did not sign the resolution. A request to that effect shall be addressed to the Company by the dissenting Shareholder by notice in Writing within fourteen (14) days of either the passing of the resolution at a Meeting of Shareholders or the date on which notice of the passing of the written resolution is given to him. Upon receiving a notice given under clause (b), the Board shall: (i) (ii) agree to the purchase of the Shares by the Company from the Shareholder giving the notice; or arrange for some other person to agree to buy the Shares; or (iii) apply to the Court under section 112 or section 113 of the Companies Act 2001; or (iv) save and except as regards a Special Resolution approving the liquidation of the Company which cannot be rescinded in any circumstances, arrange, before taking the action concerned, for the Special Resolution entitling the Shareholder to give the notice pursuant to clause (b), to be rescinded by a Special Resolution, or decide in the appropriate manner not to take the action concerned; and The Board shall within twenty-eight (28) days of receipt of the notice under clause (b) give written notice to the Shareholder of its decision under clause (c). Where the Board agrees to the Company purchasing the Shares, pursuant to clause (c)(i), it shall do so in accordance with section 110 of the Companies Act

32 Appendix I Key Provisions the Proposed Constitution of the Amalgamated Company Board of directors The Board shall consist of a minimum of seven (7) Directors and a maximum of fifteen (15) Directors. A Director shall not be required to have a share qualification and may by notice given in Writing to the Company, appoint any person (including any other Director) to act as an Alternate Director in the Director s place, either generally, or in respect of a specified meeting or meetings at which the Director is not present. Subject to any restrictions in the Companies Act 2001 or this Constitution, the business and affairs of the Company shall be managed by or under the direction or supervision of the Board. The Board shall have all the powers necessary for managing, and for directing and supervising the management of, the business and affairs of the Company except to the extent that this Constitution or the Companies Act 2001 expressly requires those powers to be exercised by the Shareholders or any other person. The Board may delegate to a committee of Directors, a Director, an employee of the Company, or any other person, any one or more of its powers, other than the powers provided for under any of the following sections which are listed in the Seventh Schedule to the Companies Act Accounts A printed copy of the Company s Annual Report (including the balance sheet and every document required by law to be annexed thereto and profit and loss account or income and expenditure account) shall, at least 14 days before the date of the meeting of Shareholders, be delivered or sent by post to the registered address of every Shareholder. Amendment of the constitution Any deletion, amendment or addition to this constitution shall be made by Special Resolution. Upon the Company being admitted to the Official List, no deletion amendment or addition to this constitution shall be made unless prior written approval has been sought and obtained from the SEM for such deletion, amendment or addition. Winding up Distribution of surplus assets Subject to the terms of issue of any Shares, upon the liquidation of the Company, any assets of the Company remaining after payment of the debts and liabilities of the Company and the costs of liquidation shall be distributed among the holders of Shares in proportion to their shareholding, provided however that a holder of Shares not fully paid up shall receive only a proportionate share of his entitlement being an amount which is in proportion to the amount paid to the Company in satisfaction of the liability of the Shareholder to the Company in respect of the Shares. 30 Division in kind (a) (b) (c) When assets are distributed, the liquidator may, with the sanction of a Special Resolution, divide in kind amongst the Shareholders the assets of the Company, whether they consist of property of the same kind or not, and may for that purpose set such value as he shall deem fair upon any property to be divided and may determine how the division shall be carried out as between the Shareholders or different Classes of Shareholders. The liquidator may, with the like sanction, vest any such assets in such persons for the benefit of contributories as the liquidator, with the like sanction, shall think fit. Nothing in this clause shall require a Shareholder to accept any share or other security on which there is any liability.

33 Deep River-Beau Champ Limited Appendix II Abridged Financial Statements of DRBC for the Nine Months ended March 31, 2012 LISTING PARTICULARS

34 Appendix II Abridged Financial Statements of DRBC for the Nine Months ended March 31, 2012 Statement of Financial Position of DRBC as at March 31, 2012 ASSETS Non-current assets The Group MUR 000 Unaudited March 31, 2012 The Company MUR 000 Property, plant and equipment 6,967,478 4,455,460 Land projects 6,961 - Investment properties 758, ,833 Intangible assets 44,382 33,400 Non-current assets held for sale - 39,000 Investment in subsidiary companies - 1,285,729 Investment in joint ventures 726,437 1,138,545 Investment in associated companies 126,300 - Investment in available-for-sale financial assets 59,609 43,461 Bearer biological assets 291, ,626 Deferred expenditure and other non-current receivables 776, ,840 9,757,061 8,400,894 Current assets 2,959, ,304 Total assets 12,716,984 8,994,198 EQUITY AND LIABILITIES Capital and reserves Share capital 93,600 93,600 Revaluation and other reserves 4,573,694 4,827,442 Retained earnings 2,810,520 2,875,532 Shareholders interests 7,477,814 7,796,574 Loans 38,910 - Non-controlling interests 1,498,556 - Non-current liabilities 9,015,280 7,796,574 Borrowings 1,689, ,151 Deferred tax liabilities 603,168 - Retirement benefit obligations 177, ,001 2,470, ,152 Current Liabilities 1,231, , Total equity and liabilities 12,716,984 8,994,198